PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE PLATFORM (DEFINED BELOW). YOU UNDERSTAND AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM (INCLUDING ANY OF THE SERVICES PROVIDED BY OR THROUGH THE PLATFORM), YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, WHICH INCLUDE A LIMITED LICENSE, DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY AND MANDATORY ARBITRATION OF DISPUTES AND CLASS ACTION AND JURY WAIVERS. IF YOU DO NOT AGREE TO THESE TERMS OR OUR PRIVACY POLICY, DO NOT USE THE PLATFORM.
Welcome! You have arrived at https://platform.buyersdiscoveryclub.com and/or are otherwise interacting with our Platform, which is owned and operated by The Good Food Group Ltd and its subsidiaries and affiliate entities (collectively, “The Good Food Group,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of any online service (e.g., website or mobile app) that posts a link to these Terms (“Site”) and all features, widgets, plug-ins, applications, content, downloads and other services made available through or in connection with a Site, and/or that post or link to these Terms (collectively, including all Sites, the “Platform”), regardless of how you access or use them, whether via computer, mobile device or otherwise.
These Terms are an agreement between you (i.e., a corporation, business, other entity, or natural person who develops or supplies products for sale to retailers (“Supplier”), a retailer (“Retailer”), or a service provider or vendor (“Vendor”) (collectively with the Supplier and Retailer, “you” or “your”) and The Good Food Group, and sets forth your rights and obligations with respect to the use of the Platform. We operate the Platform, which includes our product discovery and category management tools, our match-making service, our tools for the curation and optimisation in showcasing products to retailers, and our product purchase functionality, including, without limitation, the interfaces and application protocol interfaces (“APIs”) provided to access the Platform, and any associated services, results or reports provided to you in any way.
Each time you access and/or use the Platform, you agree to be bound by and comply with these Terms and any Additional Terms (defined below). Therefore, do NOT use the Platform if you do not agree with these Terms or any Additional Terms. The business realities associated with operating the Platform are such that, without the conditions that are set forth in these Terms – such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the mandatory arbitration of certain disputes – we would not make the Platform available to you.
In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Platform or to a service or product offered via the Platform (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Please also review the terms of the Platform’s Privacy Policy, which you accept by using the Platform.
1. Registration, User Information, Privacy and Profile Pages
A. Registration. In order to access or use some (or potentially all) of the features on the Platform, you must first either register through our online registration process at https://platform.buyersdiscoveryclub.com. If you register for a Platform account, then you will select your own password at the time of registration. You agree that:
(i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive; we may reject the use of any password, username, or e-mail address for any other reason in our sole discretion;
(ii) You will provide true, accurate, current, and complete information about yourself and your service(s) and product(s) in connection with the registration process and your use of the Platform and will maintain and update it, including on your Profile Page (defined below), continuously and promptly to keep it accurate, current, and complete;
(iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorised the activity;
(iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Platform using your name, username, e-mail address, or password;
(v) You will immediately notify us of any unauthorised use of your account, password, or username, or any other breach of security; and
(vi) You will not sell, transfer, or assign your account or any account rights.
B. User Information. You acknowledge and agree that you are solely responsible for the accuracy and content of all information you provide (including personal information), and you agree to keep it up to date. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account or your access to or use of the Platform without advance notice or liability. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits, all in our sole discretion, for any reason (including without limitation upon your breach of these Terms), and without advance notice or liability. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with these Terms.
C. Data & Privacy. In the course of using the Platform (including services or functionalities made available on or through the Platform), you may provide certain personal information to us and we may otherwise collect information about you or as a result of your use of the Platform. The Good Food Group’s policies for collection, use, and disclosure of such information are set forth in our Privacy Policy for the Platform (“Privacy Policy”). Our Privacy Policy is incorporated herein by this reference. You agree that we may collect data related to an end user’s use of the Platform, including product(s). Our data collection, use and disclosure practices are described more fully in our Privacy Policy, including the use of log information and cookies and other tracking technologies that record device or other persistent identifiers and usage information about end users. When an end user visits a page on the Platform, we may deploy tracking technologies on our own behalf or on behalf of one of our data partners to record information about how an end user uses the web, such as the web search that landed the end user on a particular page, categories of the end user’s interests and third-party site visitations by the user’s device. We may use that data to target actions and advertising and promotional material toward the end user or Retailer or authorise others to do the same. Any and all data collected by The Good Food Group as a result of your use of or access to the Platform (including, without limitation, data concerning the sale of products and related transactional and marketplace data), but excluding any data consisting of User-Generated Content (as defined below) and any personal information, is, to the extent permitted by applicable law, owned exclusively by The Good Food Group. Additionally, any and all anonymised and aggregated data created based on or using User-Generated Content or personal information is owned exclusively by The Good Food Group. You acknowledge and understand that The Good Food Group may, subject to applicable law and without compensation to you, use The Good Food Group-owned data in any manner for its business purposes.
D. Profiles. After completing the registration process, you may then be able to create a profile page to showcase and provide information about your product(s) or service(s) and your company information (the “Profile Page”). Your Profile Page must not include any form of prohibited User-Generated Content, as outlined in Section 3 and in our Rules (Section 5). We may offer you the ability to set preferences relating to your profile or Platform activities, but settings may not become effective immediately or be error free, and options may change from time to time. We assume no responsibility or liability for users’ Profile Page material.
Profile Pages may only be set up by an authorised representative of the individual that is the subject of the Profile Page. We do not review Profile Pages to determine if they were created by an appropriate party, and we are not responsible for any unauthorised Profile Pages that may appear on the Platform. If there is any dispute as to whether a Profile Page has been created or is being maintained by an authorised representative of the individual who is the subject of that Profile Page, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profile Pages, or any portion thereof, at any time without notice. You are responsible for all use of your Profile Pages, or other actions, completed using your account, including users that you have invited to collaborate on your account.
E. Samples. As a buyer on The Platform, please not when samples are requested by oneself through the adding to cart option; these are despatched directly from the supplier using their preferred delivery service and packaging. As such, your delivery and address details will be shared with the supplier, and destroyed after sample request has been completed.
As a supplier registered on the platform, you must only send samples to a buyer when this has been requested and processed through The Buyer's Discovery Club Platform; you must also destroy any details of buyer address after despatch, otherwise your subscription and use of The Platform may be suspended or terminated.
F. Message Service. On the premium and professional subscription package for registered suppliers, direct messages can only be initiated by an interested buyer, in which a supplier can then respond accordingly. Please not, an exception to this is when a supplier has enrolled in the Enterprise package, in which they have the ability to directly message a buyer if they have been notified by The Buyer's Discovery Platform as a 80%+ match for the specific buyer's search criteria.
2. Platform Content, Ownership, Limited License, and Rights of Others.
A. Content. The Platform contains a variety of:
(i) materials and other items relating to The Good Food Group and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the materials of the Platform and any and all copyrightable material (including source and object code);
(ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of The Good Food Group (collectively, “Trademarks”); and
(iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Platform (including past, present, and future versions), including all Content, are owned by The Good Food Group and, as applicable, our licensors and certain other third parties. All right, title, and interest in and to the Content is the property of The Good Food Group or our licensors or certain other third parties, and is protected by UK and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Without limiting the foregoing, The Good Food Group owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Platform.
C. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, The Good Food Group grants you a limited, non-exclusive, revocable, non-assignable, non-sublicensable personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print the visible Content (excluding, for the avoidance of doubt, all source and object code, in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only and, in any event, in accordance with all related documentation or restrictions posted on the Platform or otherwise provided by The Good Food Group. The foregoing limited license
(i) does not give you any ownership of, or any other intellectual property right or interest in, any Content, and
(ii) may be immediately suspended or terminated for any reason, in The Good Food Group’s sole discretion, without advance notice or liability.
In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Platform.
D. Rights of Others. In using the Platform, you must respect the intellectual property and other rights of The Good Food Group and others. Your unauthorised use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Any unauthorised use of any Content is prohibited and may be prosecuted to the fullest extent of the law. The Good Food Group respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Platform, then please contact us via. platform@buyersdiscoveryclub.com for further advice.
3. Content You Provide and Community Usage Rules
A. Trademark License. In order to use the Platform, you hereby grant to The Good Food Group and you agree to grant to The Good Food Group, and represent and warrant that you have the right to grant to The Good Food Group, a worldwide, irrevocable, perpetual, royalty-free, fully paid-up, cost-free, non-exclusive, limited right and license to use, reproduce, and display, as applicable, the names, logos, marks, nicknames, slogans, artwork, trademarks, trade names, service marks that at any time were or are owned, applied to be registered, registered, controlled, or cleared for use by or on behalf of, or licensed by, you in connection with the Platform (collectively, the “User Marks”) and any User-Generated Content provided by you, such as, without limitation, any photographs and audio-visual content featuring your company and/or your products with your User Marks, in connection with the Platform and The Good Food Group’s provision of the Platform and related products and services (including, without limitation, The Good Food Group’s disclosure, sale, license, and/or other distribution to third parties of data and information concerning the Platform or its use, such as data reflecting product sales transacted on the Platform).
B. User-Generated Content. The Good Food Group may now or in the future offer users of the Platform the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit or provide through the Platform (collectively, “provide”) messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials and the ideas contained therein (collectively, but excluding Content included therein, “User-Generated Content”). The Good Food Group may allow you to do this through your Profile Page, forums, blogs, message boards, social networking environments, content creation tools, social communities, contact us tools, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognisable right, title, and interest that you have in User-Generated Content and you remain ultimately responsible for all User-Generated Content you provide.
C. Non-Confidentiality of Your User-Generated Content.
(i) Except as otherwise described in the Platform’s posted Privacy Policy or any Additional Terms, you agree that The Good Food Group does not assume any obligation of any kind to you or any third party with respect to User-Generated Content. Upon The Good Food Group’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that providing User-Generated Content may not be secure, and you will consider this before providing any User-Generated Content. You provide all User-Generated Content at your own risk.
(ii) In your communications with The Good Food Group, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on, provide through, or send to us via the Platform are deemed User-Generated Content and licensed to us as set forth below. In addition, The Good Food Group retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. The Good Food Group’s receipt of your Unsolicited Ideas and Materials is not an admission by The Good Food Group of their novelty, priority, or originality, and it does not impair The Good Food Group’s right to contest existing or future intellectual property rights relating to any Unsolicited Ideas and Materials.
D. License to The Good Food Group of User-Generated Content.
You hereby grant to The Good Food Group, and you agree to grant to The Good Food Group, a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, royalty-free, fully paid-up, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of User-Generated Content you provide (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to:
(a) configure, host, index, cache, archive, store, digitise, compress, optimise, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and
(b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, marketing, and selling products and/or services.
You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to The Good Food Group to User-Generated Content, you also hereby grant to The Good Food Group, and agree to grant to The Good Food Group, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 3.D.
E. Exclusive Right to Manage Our Platform. The Good Food Group may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any User-Generated Content you provide, and The Good Food Group may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 5). Such User-Generated Content provided by you or others need not be maintained on the Platform by us for any period of time and you will not have the right, once provided, to access, archive, maintain, or otherwise use such User-Generated Content on the Platform or elsewhere.
F. Enforcement. The Good Food Group has no obligation to monitor or enforce your intellectual property rights to User-Generated Content you provide, but you grant us the right to protect and enforce our rights to User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at The Good Food Group’s cost and expense, to which you hereby consent and irrevocably appoint The Good Food Group as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
G. THE GOOD FOOD GROUP CANNOT AND DOES NOT ASSUME ANY LIABILITY FOR USER-GENERATED CONTENT, INCLUDING, BUT NOT LIMITED TO, INCOMPLETENESS, INACCURACIES, OR INFRINGING MATERIALS, AND, AS BETWEEN YOU AND RANGEME, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY USE OR RELIANCE BY ANY PERSON OR ENTITY ON SUCH USER-GENERATED CONTENT.
4. Representations and Warranties Related to User-Generated Content and Products
A. Each time you provide any User-Generated Content, you represent and warrant that
(a) you are at least the age of majority in the jurisdiction in which you reside,
(b) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to provide the User-Generated Content and grant The Good Food Group the rights to it that you are granting by these Terms and any Additional Terms, all without any The Good Food Group obligation to obtain consent of any third party and without creating any obligation or liability of The Good Food Group;
(c) the User-Generated Content is accurate;
(d) the User-Generated Content does not and, as to The Good Food Group’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and
(e) the User-Generated Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person.
B. If you post a product and/or company information, you represent and warrant that:
(i) User-Generated Content you provide about such product(s) and company information is truthful and not misleading, deceptive or inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the product being offered, and is kept up to date by you;
(ii) You agree (a) to provide the Retailer with such other information as is reasonably necessary to ensure that the Retailer is fully informed as to the intended and proper use of the product, including any lists of ingredients, components or materials and any applicable instruction booklets and/or warning labels concerning the product, and (b) to use commercially reasonable efforts to respond to additional Retailer product inquiries;
(iii) List prices for Products on the Platform are and will be accurate and consistent with prices for those products listed on or made available through other channels;
(iv) You will delist Products for sale on the Platform and communicate the following details to The Good Food Group if any Products for sale on the Platform have been recalled: brand and product name, recall reason, and any other relevant details;
(v) Your product has been produced, manufactured, packaged and supplied strictly in accordance with the relevant consumer protection and product safety regulations and good manufacturing practices and that it complies, and you comply, with all applicable laws and codes of conduct;
(vi) User-Generated Content you provide does not contain links to any external website other than specified in the website field in the applicable sign-up page, unless we have given our prior written consent;
(vii) User-Generated Content you provide is posted within the appropriate category(ies). If we consider that you have posted a product to an incorrect or inappropriate category, we may re-classify and re-post that post as we consider appropriate; and
(viii) Your product(s) has been produced, designed, manufactured, packaged, and supplied in a way that does not infringe any intellectual property rights of any third party.
C. If You supply an edible Product, you will ensure that, at a minimum:
(i) It has been produced, manufactured, packaged and supplied strictly in accordance with all relevant food safety and hygiene regulations and applicable laws and good manufacturing practices with any relevant use by dates clearly shown; and
(ii) It has not been adulterated or contaminated, and is of good quality, edible, and otherwise fit for human consumption.
5. Community Usage Rules
As a user of the Platform, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Platform’s online communities (“Communities”).
A. Nature of Rules. Your participation in the Communities is subject to all of the Terms, including these Rules:
(i) User-Generated Content. All User-Generated Content you provide either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. User-Generated Content must not contain any visible logos, phrases, or trademarks that belong to third parties.
(ii) Do not use any User-Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to or has any rights to User-Generated Content you provide, or if anyone appears or is referred to in the User-Generated Content, then you must also have their permission to provide such User-Generated Content to The Good Food Group. (For example, if someone has taken a picture of your friend and your product, and you provide that photo to The Good Food Group as User-Generated Content, then you must obtain your friend’s and the photographer’s permission to do so.).
(iii) Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Products. If you choose to provide photos to the Platform, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to provide it.
(iv) Act Appropriately. All of your Platform activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think User-Generated Content you provide might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Platform. User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
(v) Be Original. Don’t copy the Platform or use the Platform, or any element thereof, to create (or allow third parties to create) any software product capable of emulating or competing with the Platform (or facilitating the emulation of or competition with the Platform), or use any of the Platform’s components, files, modules, audio-visual content, or related licensed materials separately from the Platform.
(vi) Do Not Use for Inappropriate Purposes. User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.
(vii) Be Honest and Do Not Misrepresent Yourself, Your Products or User-Generated Content. Do not impersonate any other person, user, or company, and do not provide User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your products or identity or affiliation with a person or company.
(viii) Don’t Share Other Peoples’ Personal Information. User-Generated Content must not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to identify, track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by The Good Food Group.
(ix) Don’t Damage the Platform or Anyone’s Computers or Other Devices. User-Generated Content must not provide or include viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Platform or any computer or other Device.
If you provide User-Generated Content that The Good Food Group reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Platform.
B. Compliance with Laws. You will perform your obligations and exercise your rights under these Terms in compliance with all applicable laws and regulations (including any applicable export or import laws or regulations and any applicable rules regarding online conduct).
C. THE GOOD FOOD GROUP CANNOT AND DOES NOT ASSURE THAT OTHER USERS ARE OR WILL BE COMPLYING WITH THE FOREGOING RULES OR ANY OTHER PROVISIONS OF THESE TERMS, AND, AS BETWEEN YOU AND RANGEME, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY SUCH LACK OF COMPLIANCE.
6. Platform Use Restrictions
A. Platform Use Restrictions. You agree that you will not, nor will you permit any person to:
(i) use any meta tags or any other “hidden text” utilising any Trademarks;
(ii) engage in any activities through or in connection with the Platform that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to The Good Food Group;
(iii) reverse engineer, decompile, disassemble, reverse assemble, or modify any Platform source or object code or any software or other products, services, or processes accessible through any portion of the Platform;
(iv) engage in any activity that interferes with a user’s access to the Platform or the proper operation of the Platform, or otherwise causes harm to the Platform, The Good Food Group, or other users of the Platform;
(v) interfere with or circumvent any security feature of the Platform or any feature that restricts or enforces limitations on use of or access to the Platform, the Content, or the User-Generated Content;
(vi) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Platform, including e-mail addresses, without the express consent of such users);
(vii) attempt to gain unauthorised access to the Platform, other computer systems or networks connected to the Platform, through password mining or any other means; or
(vii) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Platform:
(i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Platform by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;
(ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout);
(iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content;
(iv) you will not use such Content in a manner that suggests an unauthorised association with any of our or our licensors’ products, services, or brands;
(v) you will not make any modifications to such Content;
(vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms without the prior written consent of an officer of The Good Food Group or, in the case of Content from a licensor, the owner of the Content; and
(vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Platform and Content. The Good Food Group may immediately modify, suspend, or terminate the availability of the Platform and Content (and any elements and features of them), in whole or in part, for any reason, in The Good Food Group’s sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Platform. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Platform. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by The Good Food Group and its licensors and other third parties. Any unauthorised use of any Content or the Platform for any purpose is prohibited.
7. Payment Terms; Product Orders; Terms of Sale
A. Fees and Payments. You must pay to The Good Food Group any and all amounts payable under these Terms or in connection with your use of the Platform and all such amounts must be remitted through our website except where you are provided with other options. Information about our collection and use of payment-related information is described in our Privacy Policy.
B. Payment Processor. We use a third-party service provider to process all payments made through or using the Platform, including to sign up for Platform subscription plans and to purchase products from Suppliers.
C. Payment terms for Subscriptions If the credit or debit card or other payment information that you submit is incorrect or invalid, your payment will not be processed and any amounts due by you will remain due. We have no responsibility or liability if your credit or debit card is declined by your financial institution. All payment obligations under these Terms are non-refundable.
8. Subscriptions for Suppliers
A. General Subscription Information. We offer three separate Platform subscription plans for suppliers; the “Premium Plan”, the "Professional Plan" and the "Enterprise Plan”. The features are offered to Suppliers are dependent on which of these subscription plans they subscribe to. Suppliers may purchase the plans online using any major debit/credit card supported by our third-party payment processing provider (unless other payment terms are agreed upon by you and The Good Food Group). The amounts charged to such credit card are shown at the time of the transaction. Plans will auto renew at the end of each initial and renewal subscription period unless they are suspended or terminated by the Supplier or The Good Food Group.
Purchases of usage subscriptions of the Platform are non-refundable, have no monetary value (i.e., are not a cash account or equivalent), and are purchases of only a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, and non-transferable right to use, even if such came with a durational term (e.g., a monthly subscription). We may change our prices at any time without notice to you. Any further purchases will be at the revised price.
If we suspend or terminate any usage subscriptions, then you will forfeit the suspended or terminated subscription or items, except as may be set forth in any Additional Terms (such as any refund policies that may apply to subscription service fees). Likewise, except as may be set forth in any Additional Terms or as required by applicable law, you will forfeit any credit or refund or any other sum in the event of our modification of any usage subscriptions, or for loss or damage due to error, or any other reason.
You are solely responsible for payment of all sales, use, or other taxes assessed against or associated with your product(s), subscription or any other services performed for us or a Retailer under these Terms.
Included in your The Good Food Group Enterprise subscription is the ability to have your brand Buyers Discovery Club Verified™. Getting your brand verified is not guaranteed and has a number of requirements. One requirement includes having a valid The Good Food Group Enterprise subscription. If your subscription lapses or you no longer have an Enterprise subscription, you may also lose access to your verified status. Other requirements to achieve the Buyers Discovery Club Verified status maybe be added or removed throughout your Enterprise subscription. If these verification requirements are not met, The Good Food Group reserves the right to remove your verification status at any time and without warning.
B. Free Trial. If you register on The Buyer's Discovery Club Platform for a free trial, The Good Food Group will make one or more free subscription services available, based on the package chosen, on a trial basis free of charge. This will remain until the earlier of (a) the end of the free trial period for which you registered, or (b) the start date of any payable subscription services ordered by you or (c) termination by Company in its sole discretion.
Users of such free trial are required to submit payment information for subscription services, for security reasons. Users will not be charged any amount during the free trial period and are at will to cancel from the trial subscription at any time.
If the free trial subscription is not cancelled before the end of the free trial period for which you registered, then a payment charge relating to the subscription chosen will be debited from the payment details provided. As per The Good Food Group’s full terms and conditions relating to payment and contracts, once payment has been debited the user is signed to a 12-month minimum contract of the Platform’s services.
9. Notices, Questions and Customer Platform
You agree that:
(1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Platform, or in another reasonable manner; and
(2) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your account settings.
All legal notices to us must be sent to Pleasley Vale Business Park, G2, Mill, 3 Outgang Ln, Pleasley, Mansfield, Nottinghamshire, United Kingdom NG19 8RL.
If you have a question regarding using the Platform, you may contact The Good Food Group Customer Support by sending an e-mail to platform@buyersdiscoveryclub.com. You acknowledge that the provision of customer support is at The Good Food Group’s sole discretion and that we have no obligation to provide you with customer support of any kind. We may provide you with customer support from time to time, at our sole discretion, provided that you have created an account and that you submit your customer support inquiries using such account.
10. Product Specifications; Pricing; Typographical Errors
We do our best to describe every product or service offered on this Platform as accurately as possible. However, we are human, and therefore we do not warrant that product specifications, pricing, or other content on the Platform is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or product specifications, The Good Food Group shall have the right to refuse or cancel your subscription and/or access to the Platform in our sole discretion.
You shall be liable for and indemnify The Good Food Group against any and all losses, claims, costs and other liabilities whatsoever and howsoever caused and whether or not foreseeable or incurred by The Good Food Group as a result of or in connection with any breach of this Section 12.
11. Links By You to the Platform
We grant you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, and non-transferable license to create hyperlinks to the Platform, so long as:
(a) the links only incorporate text, and do not use any Trademarks,
(b) the links and the content on your website do not suggest any affiliation with The Good Food Group or cause any other confusion, and
(c) the links and the content on your website do not portray The Good Food Group or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to The Good Food Group.
The Good Food Group reserves the right to suspend or prohibit linking to the Platform for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
12. Third-Party Sites; Dealings with Third Parties
A. Third-Party Content and Sites. The Platform may contain third party plug-ins and/or applications, and/or links to third-party websites that are not owned, controlled or operated by The Good Food Group, and the Platform may also include links to third-party ads on the Platform or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by Retailers, licensors, licensees, and certain other third parties who may have business relationships with The Good Food Group. The Good Food Group has no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and The Good Food Group does not assume any obligation to review any Third-Party Sites. The Good Food Group does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, information, materials, products, services, or other items. Furthermore, The Good Food Group is not responsible for the quality or delivery of the services offered, accessed, obtained by or advertised at such Third-Party Sites. Finally, The Good Food Group will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within any Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites. The Good Food Group disclaims all liability in connection therewith.
B. Dealings between Suppliers and Retailers. The Good Food Group transacts with Suppliers and Retailers of all shapes and sizes and in many forms. We do not act exclusively for any one Supplier or Retailer and nor are we affiliated with any particular Supplier or Retailer. Any interactions, correspondence, transactions, and other dealings that you have with any other Platform users and other third parties found on or through the Platform (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to, as applicable, the content of third-party content (including category review names and time periods), advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). The Good Food Group disclaims all liability in connection therewith.
13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
The Platform, including all services and the products (including any information about the products) made available or accessed through the Platform, is provided on an “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by law, The Good Food Group and its subsidiaries and affiliates and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “The Good Food Group Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, including any warranty of performance, merchantability or fitness or suitability for a particular purpose, as to:
(a) the Platform (including the Content and the User-Generated Content);
(b) the functions, features, or any other elements on, or made accessible through, the Platform;
(c) any products, services, or instructions offered or referenced at or linked through the Platform;
(d) security associated with the transmission of User-Generated Content transmitted to The Good Food Group or via the Platform;
(e) whether the Platform or the servers that make the Platform available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any business or product information, market research information including that pertaining to buyer activity on the platform, category review periods, and instructions including those pertaining to retailer submissions) on the Platform is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to or errors on the Platform will be repaired or corrected;
(h) whether your access to the Platform will be uninterrupted;
(i) whether the Platform will be available at any particular time or location;
(j) whether your use of the Platform is lawful in any particular jurisdiction; and
(k) the volume, products, or subject area of services accessible through the Platform, nor do we guarantee that a subscription to our services will result in any purchase order or commitment from a Retailer nor in the provision of products or a commitment by a Supplier.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE GOOD FOOD GROUP PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS, AS WELL AS THOSE ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE.
WE DO NOT WARRANT OR ENDORSE ANY USER-GENERATED CONTENT. ALL USER-GENERATED CONTENT IS SOLELY THE RESPONSIBILITY OF THE PERSON WHO PROVIDED THAT USER-GENERATED CONTENT.
WE MAKE NO WARRANTIES OR GUARANTEES AS TO THE QUALITY OF ANY PRODUCTS OR SERVICES MENTIONED ON OR MADE AVAILABLE VIA THE PLATFORM.
ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM AND ACCESS THERETO MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, WIRELESS NETWORKS, TELECOMMUNICATIONS, AND ELECTRONIC COMMUNICATIONS. RANGEME IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF RANGEME’S REASONABLE AND DIRECT CONTROL, INCLUDING WITHOUT LIMITATION TELECOMMUNICATIONS SERVICES, THE INTERNET, WIRELESS NETWORKS, AND ANY THIRD-PARTY SOFTWARE.
14. LIMITATIONS OF OUR LIABILITY
UNDER NO CIRCUMSTANCES WILL ANY THE GOOD FOOD GROUP PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to or that arise from:
(a) the Platform (including the Content and the User-Generated Content);
(b) your use of or inability to use the Platform, or the performance of the Platform;
(c) any action taken in connection with an investigation by The Good Food Group Parties or law enforcement authorities regarding your access to or use of the Platform;
(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(e) any errors or omissions in the Platform’s technical operation;
(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction; and
(g) any products or services mentioned on or made available via the Platform.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if The Good Food Group Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Platform).
15. Waiver of Injunctive or Other Equitable Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE PLATFORM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY THE GOOD FOOD GROUP (INCLUDING USER-GENERATED CONTENT YOU PROVIDE) OR A LICENSOR OF THE GOOD FOOD GROUP.
16. Updates to Terms
These Terms (or, if applicable, Additional Terms), in the form posted at the time of your use of the applicable services to which they apply, shall govern such use (including transactions entered during such use).
AS OUR PLATFORM EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE PLATFORM MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE PLATFORM UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE PLATFORM, YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN-APPLICABLE TERMS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER OR MODIFIED TERMS BY POSTING THEM ON THE PLATFORM (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE PLATFORM AFTER SUCH NOTICE CONSTITUTES YOUR GOING-FORWARD AGREEMENT TO THE OTHER OR MODIFIED TERMS WITH RESPECT TO YOUR USE AND TRANSACTIONS.
Therefore, you should review the posted Terms and any applicable Additional Terms each time you use the Platform (at least prior to each transaction or submission). Modified Terms will be effective to your use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Platform will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, your Profile Page and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Terms by discontinuing all use of the Platform and related services.
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